From our private database of 12,700+ case briefs...
Cuker v. Mikalauskas
Supreme Court of Pennsylvania
692 A.2d 1042 (1997)
PECO is a publicly regulated Pennsylvania utility. A group of minority shareholders demanded that PECO authorize litigation against some of its directors and officers, based on allegations that they had damaged PECO by mismanaging the collection of overdue accounts. Another group of minority shareholders (plaintiffs) filed a complaint against PECO directors and officers, which made the same allegations of wrongdoing. PECO’s board created a special litigation committee to investigate the allegations raised in the demand for litigation and the complaint. Only members of the PECO board who were not named in the demand for litigation or in the complaint acted in creating the special committee, which consisted of three outside directors not employed by PECO. The special committee concluded that there was no evidence of bad faith, self-dealing, concealment, or breach of the duty of loyalty by the directors and officers, and that they exercised sound business judgment and acted in the company’s best interests. The nondefendant members of the PECO board voted to reject the demand for litigation and terminate the action started by the complaint. The lower court denied PECO’s motion for summary judgment, finding that Pennsylvania has not adopted the business judgment rule and that, under Pennsylvania public policy, a corporation lacks the power to terminate a pending derivative suit. PECO appealed.
Rule of Law
Holding and Reasoning (Flaherty, C.J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 121,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 12,700 briefs, keyed to 172 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.